Cocoon Holdings Limited — Proxy Solicitation & Information Statement 2014

Mar 21, 2014

CITIC 21CN COMPANY LIMITED

(Incorporated in Bermuda with limited liability)

(Stock code: 241)

Form of proxy for use at the special general meeting (or at any adjournment thereof)

I/We[1] of

being the registered holder(s) of shares[2] of HK$0.01 each in the capital of CITIC 21CN COMPANY LIMITED (the “ Company ”), HEREBY APPOINT the chairman of the special general meeting or[3] of

as my/our proxy to act for me/us at the special general meeting (the “ Meeting ”) (or at any adjournment thereof) of the Company, to be held at Units 614–616, Level 6, Core D, Cyberport 3, 100 Cyberport Road, Hong Kong on Mondy, 7 April 2014 at 10:30 a.m. for the purpose of considering and, if thought fit, passing, with or without amendment or modification, the resolutions set out in the notice convening the Meeting and at the Meeting (or at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of such resolutions (with or without amendment or modification) as hereinafter indicated, and if no such indication is given, as my/our proxy thinks fit.

		ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS	ORDINARY RESOLUTIONS		FOR4 AGAINST4
	1.	To approve the issue and allotment of 4,423,175,008 Shares (constituting approximately 54.33%
		of the share capital of the Company, as enlarged			by the issue of such Shares) (the “Subscription
		Shares”) by the Company to the Subscriber,		subject to, and in accordance with, the terms and
		conditions of the subscription agreement (the “Subscription Agreement”) dated 23 January
		2014 entered into between the Company, Ms. Chen Xiao Ying and Perfect Advance Holding
		Limited (the “Subscriber”) details of which are set out in the circular of the Company dated					21
		March 2014 (the “Subscription”).
	2.	Subject to and conditional on the passing of ordinary resolution no. 1, to approve the waiver
		(the “Whitewash Waiver”) granted or to be granted by the Executive Director of the Corporate
		Finance Division of the Securities and Futures Commission of Hong Kong and any delegate					of
		such Executive Director pursuant to Note 1		on	dispensations from Rule 26 of the Hong Kong
		Code on Takeovers and Mergers in respect of the obligation on the part of the Subscriber and
		parties acting in concert with it to make a mandatory general offer to the shareholders of the
		Company for all issued Shares not already owned by the Subscriber or				parties acting in concert
		with it under Rule 26 of the Hong Kong Code			on Takeovers and Mergers as a result of the
		allotment and issue of the Subscription	Shares.
	3.	Subject to and conditional on the passing of ordinary resolutions no.				1 and no. 2, to authorise
		the directors of the Company (the “Directors”)			to do all acts and execute all documents they
		consider necessary or expedient to give	effect to the Subscription.
	4.	Subject to and conditional on the passing of ordinary resolutions no. 1 and no. 2, to approve the
		appointment of Mr. WANG Jian to serve as a Director as from completion of the Subscription.
	5.	Subject to and conditional on the passing of ordinary resolutions no. 1 and no. 2, to approve the
		appointment of Mr. ZHANG Yong to serve as a Director as from completion of the Subscription.
	6.	Subject to and conditional on the passing of ordinary resolutions no. 1 and no. 2, to approve the
		appointment of Mr. CHEN Jun to serve	as a	Director as from completion of the Subscription.
	7.	Subject to and conditional on the passing of ordinary resolutions no. 1 and no. 2, to approve the
		appointment of Mr. CHIA Pun Kok	to serve as a Director as from completion of the
		Subscription.
	8.	Subject to and conditional on the passing of ordinary resolutions no. 1 and no. 2, the
		appointment of Mr. YU Feng to serve as a Director as from completion of the Subscription.
Signature6						Dated
Notes:
1.		Full name(s) and address(es) to be inserted in BLOCK		CAPITALS.
2.		Please insert the number of shares registered in your name(s) to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the
		shares in the Company registered in your name(s).
3.		If any proxy, other than the chairman of the Meeting is preferred, strike out “the chairman of the special general meeting or” and insert the name and address of the proxy
		desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.
4.		IMPORTANT: IF YOU WISH TO VOTE FOR ANY	ONE	OF THE RESOLUTIONS, PLEASE INDICATE WITH A TICK IN THE RELEVANT BOX MARKED “FOR”. IF YOU WISH
		TO VOTE AGAINST ANY ONE OF THE RESOLUTIONS, PLEASE INDICATE WITH A TICK IN THE RELEVANT BOX MARKED “AGAINST”. Failure to indicate which way
		you wish your votes to be cast will entitle your proxy to cast your votes at his discretion. Your proxy will also be					entitled to vote at his discretion on any resolution properly
		put to the Meeting other than those referred to in the notice convening the Meeting.
5.		In order to be valid, this form of proxy, together with the power of attorney (if any) or other authority (if any) under which it is signed, or a notarially certified copy hereof,
		must be lodged at the Company’s head office and principal place of business in Hong				Kong at Units 614–616, Level 6, Core D, Cyberport 3, 100 Cyberport Road, Hong Kong,
		not later than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.
6.		This form of proxy must be signed by you or your attorney			duly authorised in writing	or, in the case of a corporation, must be under its seal or under the hand of an officer or
		attorney duly authorised.
7.		In the case of joint holders, the vote of the senior	who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders,
		and for this purpose, seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
8.		The proxy need not be a member of the Company but must attend the Meeting and at				any adjournment thereof in person to represent you.